Vitran Corporation Inc. Terminates Agreement With Manitoulin Transport, Agrees to be Acquired by TransForce
December 30 2013 - 7:00AM
Vitran Corporation Inc. ("
Vitran" or the
"
Company") (Nasdaq:VTNC) (TSX:VTN), a premier
Canadian less-than-truckload transportation firm, announced today
that it has entered into a definitive arrangement agreement (the
"
TransForce Agreement") with TransForce Inc.
("
TransForce") pursuant to which TransForce has
agreed to acquire all of the outstanding common shares of Vitran
not already owned by TransForce for US$6.50 in cash per share, in
accordance with TransForce's prior proposal.
On December 20, 2013, the board of directors of Vitran
determined that TransForce's proposal was a "superior proposal" for
the purposes of the arrangement agreement (the "Manitoulin
Agreement") among Vitran, 2398946 Ontario Inc. and North
Channel of Georgian Bay Holdings Ltd. (collectively,
"Manitoulin Transport"), dated December 9, 2013.
Manitoulin Transport waived its right to match the TransForce
proposal. Vitran and Manitoulin Transport have agreed to terminate
the Manitoulin Agreement concurrent with the entering into of the
TransForce Agreement and the termination fee of US$4.0 million
payable to Manitoulin Transport is in the process of being paid by
Vitran.
Approvals and Closing Conditions
The transaction with TransForce is structured as a Plan of
Arrangement under the Business Corporations Act (Ontario) (the
"Arrangement"). The Arrangement has been
unanimously approved by the board of directors of Vitran and is
subject to approval by the shareholders of Vitran at a special
meeting expected to be held in February 2014 (the "Special
Meeting") and subject to final approval of the Ontario
Superior Court of Justice following the Special Meeting. The
Arrangement is also subject to the receipt of applicable regulatory
approvals (including approval under the Competition Act) and to
satisfaction of other customary closing conditions. The Arrangement
is not conditional on TransForce obtaining financing or on
completion of due diligence. The TransForce Agreement contains
customary non-solicitation provisions and provides that the board
of directors of Vitran may, under certain circumstances, terminate
the TransForce Agreement in order to accept an unsolicited superior
proposal, subject to a matching right in favour of TransForce. If
the TransForce Agreement is terminated in certain circumstances,
including if Vitran accepts a superior proposal, TransForce is
entitled to a termination payment of US$4.0 million. The
Arrangement is expected to close in late February or early March
2014. An information circular (the "Information
Circular") outlining details of the Arrangement and
Special Meeting is expected to be mailed to shareholders in January
2014. Copies of the Information Circular will be available on SEDAR
at www.sedar.com and on EDGAR at www.sec.gov.
Stephens Inc. is serving as financial advisor to Vitran in
connection with the transaction. McMillan LLP is Canadian legal
counsel to Vitran and Dorsey & Whitney LLP is United States
legal counsel to Vitran.
About Vitran Corporation Inc.
Vitran Corporation Inc., through its wholly-owned subsidiaries,
is a group of transportation companies offering national, regional,
expedited and transborder less-than-truckload services throughout
Canada. To find out more about Vitran Corporation Inc.
(Nasdaq:VTNC) (TSX:VTN), visit the website at www.vitran.com.
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities laws.
Forward-looking statements may be generally identifiable by use of
the words "believe", "anticipate", "intend", "estimate", "expect",
"project", "may", "plans", "continue", "will", "focus", "should",
"endeavour" or the negative of these words or other variations on
these words or comparable terminology. These forward-looking
statements, which include statements regarding the anticipated
dates of the mailing of the Information Circular, Vitran's Special
Meeting and the closing of the Arrangement are based on current
expectations and are naturally subject to uncertainty and changes
in circumstances that may cause actual results to differ materially
from those expressed or implied by such forward-looking
statements.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause Vitran's actual
results, performance or achievements to differ materially from
those projected in the forward-looking statements. Factors that may
cause such differences include, but are not limited to,
technological change, increases in fuel costs, regulatory changes,
the general health of the economy, seasonal fluctuations,
unanticipated changes in railroad capacities, exposure to credit
risks, changes in labour relations and competitive factors. More
detailed information about these and other factors is included in
the annual MD&A on Form 10K under the heading "General Risks
and Uncertainties." Many of these factors are beyond the Company's
control; therefore, future events may vary substantially from what
the Company currently foresees. You should not place undue reliance
on such forward-looking statements. The Company does not assume the
obligation to revise or update these forward-looking statements
after the date of this document or to revise them to reflect the
occurrence of future unanticipated events, except as may be
required under applicable securities laws.
CONTACT: William Deluce, Interim President/CEO
Fayaz Suleman, VP Finance/CFO
Vitran Corporation Inc.
416/596-7664
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